Common use of Stock Subscriptions Clause in Contracts

Stock Subscriptions. (a) Each Stockholder herewith subscribes for the number of shares of the Company's Common Stock, $0.01 par value per share (the "Stock"), set forth opposite such Shareholder's name on Exhibit 1 hereto, for the purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1, certain Stockholders shall pay 100% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JII"). Each such other Stockholder shall deliver JII a note, substantially in the form of Exhibit 2 hereto (each a "Note"). In support of such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto (each a "Pledge Agreement"), pledging the Stock purchased by such other Stockholder hereunder to JII in accordance with the terms of such Pledge Agreement. (b) Each Stockholder nominates The Jordan Company ("TJC") to hold the Securities the Stockholder subscribes for under this Agreement. TJC acknowledges to the Stockholders and the Company that the Securities subscribed for under this Agreement will be distributed by TJC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJC. (c) Each Stockholder acknowledges to the Company and the other Stockholders that he understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY HAVE BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO COMMENCE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (d) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement, dated as of July 21, 1997, by and among the Company and certain of the Company's stockholders (as amended or modified in accordance with its terms, the "Stockholders Agreement"). Each Stockholder acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. Each Stockholder consents that "stop transfer" instructions may be noted against the Stock sold to him hereunder. Each Stockholder acknowledges that he is required to become a party to the Stockholders' Agreement as a condition to purchasing the Stock hereunder.

Stock Subscriptions. (a) Each Stockholder APG Sub herewith subscribes for the number of shares of the Company's Common Stock, $0.01 par value (the "Common Stock,") as set forth on Schedule I hereto, for a purchase price of $1.00 per share ("Original Common Cost") and other good and valuable consideration, the "Stock"), set forth opposite such Shareholder's name on Exhibit 1 hereto, for the purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1, certain Stockholders shall pay 100% sufficiency of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JII"). Each such other Stockholder shall deliver JII a note, substantially in the form of Exhibit 2 hereto (each a "Note"). In support of such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto (each a "Pledge Agreement"), pledging the Stock purchased by such other Stockholder hereunder to JII in accordance with the terms of such Pledge Agreementwhich is hereby acknowledged. (b) Each Stockholder nominates The Jordan Company APG Sub herewith subscribes for shares of the Company's Series B Junior Redeemable Preferred Stock, $0.01 par value (the "Series B Junior Preferred Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("TJCOriginal Series B Preferred Cost") to hold and other good and valuable consideration, the Securities the Stockholder subscribes for under this Agreement. TJC acknowledges to the Stockholders and the Company that the Securities subscribed for under this Agreement will be distributed by TJC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJCsufficiency of which is hereby acknowledged. (c) Each Stockholder APG Sub herewith subscribes for shares of the Company's Series D Junior Redeemable Preferred Stock, $0.01 par value (the "Series D Preferred Stock and, together with the Common Stock and the Series B Junior Preferred Stock, the "Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series D Preferred Cost and together with the Original Series B Preferred Cost, the "Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged. (d) APG acknowledges to the Company and the other Stockholders stockholders of the Company that he APG understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE A LIMITED FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY HAVE HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO COMMENCE OPERATE ITS BUSINESS. EACH STOCKHOLDER APG ACKNOWLEDGES THAT THE STOCKHOLDER APG MAY AND CAN AFFORD TO LOSE HIS 2 ITS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER APG UNDERSTANDS THE STOCKHOLDER THAT IT MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (de) The Company covenants that upon issuance the Common Stock subscribed for by APG Sub shall aggregate $110,000 in aggregate subscription and purchase price. (f) The Company covenants that upon issuance, the Series B Junior Preferred Stock subscribed for by APG Sub shall aggregate $3,250,000 in aggregate subscription and purchase price. (g) The Company covenants that upon issuance, the Series D Junior Preferred Stock subscribed for by APG Sub shall aggregate $990,000 in aggregate subscription and purchase price. (h) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence existence, and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement, dated as of July 21, 1997, by and among the Company and certain of the Company's stockholders Agreement (as amended or modified defined in accordance with its terms, the "Stockholders Agreement"Section 2(b)). Each Stockholder APG acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. Each Stockholder APG consents that "stop transfer" instructions may be noted against the Stock sold to him hereunder. Each Stockholder APG acknowledges that he it is required to become a party to the Stockholders' Stockholders Agreement as a condition to APG Sub purchasing the Stock hereunder.

Stock Subscriptions. (a) Each Stockholder Safety Partners herewith subscribes for the number of 344,828 shares of the Company's Class A Common Stock, $0.01 .01 par value per share (the "Common Stock"), ------------ as set forth opposite such Shareholder's name on Exhibit 1 hereto, for the a purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1of $1.00 per share, certain Stockholders shall pay 100% net --------- of any fees payable by the purchase price owing by such Stockholder by delivering a check made Company to the order of Company Safety Partners for services rendered, and dated as of the date hereof. Certain other Stockholdersgood and valuable consideration, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JII"). Each such other Stockholder shall deliver JII a note, substantially including its actions in the form of Exhibit 2 hereto (each a "Note"). In support of such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto (each a "Pledge Agreement"), pledging the Stock purchased by such other Stockholder hereunder to JII in accordance connection with the terms private placement of such Pledge Agreementpreferred stock and the senior subordinated notes by Safety Partners with various institutional investors. (b) Each Stockholder nominates The Jordan Company ("TJC") to hold the Securities the Stockholder subscribes for under this Agreement. TJC acknowledges to the Stockholders and the Company that the Securities subscribed for under this Agreement will be distributed by TJC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJC. (c) Each Stockholder acknowledges to the Company and the other Stockholders Company's stockholders (the "Other Stockholders") that he the Stockholder understands and ------------------ agrees, as follows: THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE COMMON STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE NO PREVIOUS FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY HAVE HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO COMMENCE OPERATE ITS BUSINESS. EACH THE STOCKHOLDER ACKNOWLEDGES THAT THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS ITS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (c) The Company covenants that upon issuance the Common Stock subscribed for by the Stockholder shall aggregate $344,828 in purchase price and, assuming the future issuance of 172,414 shares of Class C Common Stock, $.01 par value, of the Company (the "Option Shares"), to certain management investors upon the exercise of options issued pursuant to the Company Stock Option Plan (as defined in Section 2(b) and the future issuance of shares of Class B Common Stock, $.01 par value (the "Warrant Shares"), to certain institutional investors upon the exercise of certain warrants, shall represent 4.0% of the authorized and outstanding shares of the Common Stock of all classes of the Company on a fully diluted basis as of the date hereof. (d) Each certificate evidencing Common Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence and (ii) the fact that said Common Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement, dated as of July 21, 1997even date herewith, by and among the Company Xxxxxxx Products ("New Xxxxxxx") and certain of the Company's stockholders New Xxxxxxx'x Other Stockholders (as amended or modified in accordance with its terms, the "Stockholders ----------- ------------ Agreement"). Each The Stockholder acknowledges that the effect of these legends, --------- among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. Each The Stockholder consents that "stop transfer" instructions may be noted against the Common Stock sold to him the Stockholder hereunder. Each The Stockholder acknowledges that he the Stockholder is required to become a party to the Stockholders' Stockholders Agreement as a condition to purchasing the Common Stock hereunder.

Stock Subscriptions. (a) Each Stockholder herewith (i) subscribes for the number of shares set forth opposite such Stockholder's name in EXHIBIT 1 hereto of the Company's Common Stock, $0.01 par value $.01 per share (the "StockCOMMON STOCK"), at a purchase price of $10.00 per share, (ii) tenders in consideration of the subscription for such Common Stock a Promissory Note executed and delivered by the Stockholder in favor of the Company in substantially the form of EXHIBIT 2 attached hereto (the "NOTES") and in an initial principal amount set forth opposite such Shareholder's name on Exhibit in EXHIBIT 1 hereto, for the purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1, certain Stockholders shall pay 100% and (iii) agrees to enter into a Stock Pledge Agreement in favor of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JII"). Each such other Stockholder shall deliver JII a note, in substantially in the form of Exhibit 2 EXHIBIT 3 attached hereto (each a the "NotePLEDGE AGREEMENTS") in order to secure the payment of amounts due under the Notes. Each of the Stockholders, in order to facilitate the transactions contemplated by this Agreement, authorizes and appoints the Company or any of its representatives to direct the transfer of the subscription consideration from any account which such amounts may be paid into for the benefit of such Stockholder to any account established for the benefit of the Company or any of its subsidiaries. For purposes of this Agreement, the Common Stock and the Restricted Shares (as defined in SECTION 1(b)) are collectively referred to as the "SECURITIES"). In support of such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto (each a "Pledge Agreement"), pledging the Stock purchased by such other Stockholder hereunder to JII in accordance with the terms of such Pledge Agreement. (b) Each Stockholder nominates The Jordan Company ("TJC") to hold the Securities the Stockholder subscribes for under this Agreement. TJC acknowledges pursuant to the Stockholders and Restricted Stock Plan (as defined in SECTION 2(b)) hereof may grant to certain executives shares of Common Stock (the Company that "RESTRICTED SHARES"). Such Restricted Shares shall vest as set forth in the Securities subscribed for under this Agreement will be distributed by TJC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJCRestricted Stock Plan. (c) Each Stockholder acknowledges to the Company and the other Stockholders that he such Stockholder understands and agrees, as follows: THE STOCK HAS SECURITIES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS SECURITIES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK SECURITIES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY SUBSIDIARIES HAVE BORROWED SUBSTANTIALLY ALL A SUBSTANTIAL PORTION OF THE FUNDS AVAILABLE USED TO IT TO COMMENCE OPERATE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE SUCH STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS SUCH STOCKHOLDER'S ENTIRE INVESTMENT AND THAT THE SUCH STOCKHOLDER UNDERSTANDS THE SUCH STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (d) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement, dated as of July 21, 1997, by and among the Company and certain of the Company's stockholders (as amended or modified in accordance with its terms, the "Stockholders Agreement"). Each Stockholder acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. Each Stockholder consents that "stop transfer" instructions may be noted against the Stock sold to him hereunder. Each Stockholder acknowledges that he is required to become a party to the Stockholders' Agreement as a condition to purchasing the Stock hereunder.

Stock Subscriptions. (a) Each Stockholder herewith (i) subscribes for the number of shares of the following securities of the Company as set forth on Exhibit 1 hereto: the --------- Company's Class A Common Stock, $0.01 .01 par value ("Class A Common Stock"), for a -------------------- purchase price of $1.00 per share and other good and valuable consideration, including the sponsorship of the transactions contemplated hereby, the sufficiency of which is hereby acknowledged and (ii) agrees to enter into a Stock Pledge Agreement (each a "Jordan Pledge Agreement") in favor of Xxxxxx Financial, Inc. ("Xxxxxx") as Agent for the Lenders under the Credit Agreement (as defined in Section 2(b)) in substantially the form attached as Exhibit 2 attached hereto in order to secure, among other things, the payment of amounts due pursuant to the Credit Agreement. The foregoing Class A Common Stock is referred to as the "Common Stock", and, along with any other class of capital ------------ stock of the Company, collectively the "Stock"), set forth opposite such Shareholder's name on Exhibit 1 hereto, for the purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1, certain Stockholders shall pay 100% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JII"). Each such other Stockholder shall deliver JII a note, substantially in the form of Exhibit 2 hereto (each a "Note"). In support of such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto (each a "Pledge Agreement"), pledging the Stock purchased by such other Stockholder hereunder to JII in accordance with the terms of such Pledge Agreement.----- (b) Each Stockholder nominates The Jordan Jordan/Zalaznick Capital Company ("TJCJZCC") to take title to and hold the Securities Stock the Stockholder subscribes for ---- under this Agreement. TJC JZCC acknowledges to the Stockholders and the Company that the Securities Stock subscribed for under this Agreement will be distributed by TJC JZCC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJCJZCC. (c) Each Stockholder acknowledges to the Company and the other Stockholders that he understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE NO PREVIOUS FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY HAVE HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO COMMENCE OPERATE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (d) The Company covenants that upon issuance the Common Stock subscribed for by the Stockholders shall aggregate $2,905,172 in purchase price and, assuming the future issuance to management of the Company of 172,414 additional shares of the Company's Class C Common Stock, $.01 par value per share (the "Option Shares"), upon the exercise of certain options and the future ------------- issuance to the Institutional Investors and their Permitted Transferees (each as defined in the Stockholders Agreement) of 3,448,276 additional shares of Common Stock upon the exercise of certain warrants (the "Warrant Shares") after the -------------- date hereof, shall represent 33.7% in the aggregate of the authorized and outstanding shares of all Common Stock of all classes of the Company on a fully diluted basis as of the date hereof. (e) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders Agreement, dated as of July 21, 1997even date herewith, by and among the Company New Xxxxxxx and certain of the Company's stockholders New Xxxxxxx'x Stockholders (as amended or modified in accordance with its terms, the "Stockholders Agreement"). Each Stockholder ---------------------- acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate for purposes of sale or for use as loan collateral. Each Stockholder consents that "stop transfer" instructions may be noted against the Stock sold to him hereunder. Each Stockholder acknowledges that he is required to become a party to the Stockholders' Stockholders Agreement as a condition to purchasing the Stock hereunder.

Stock Subscriptions. (a) Each Stockholder herewith subscribes for the number of shares of set forth opposite Stockholder's name in Exhibit 1 hereto as (i) the Company's Common Stock, $0.01 .01 par value per share share, (the "Common Stock"), set forth opposite such Shareholder(ii) the Company's name on Exhibit 1 heretoClass A2 Preferred Stock, for $.01 par value per share, (the purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1, certain Stockholders shall pay 100% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JIIClass A2 Preferred Stock"). Each such other Stockholder shall deliver JII a note, (iii) the Company's Class B Preferred Stock, $.01 par value per share, (the "Class B Preferred Stock"), (iv) the Company's 12.75% Notes due 2004 (the "Notes"), (v) stock options, substantially in the form of Exhibit 2 hereto (each a the "NoteOptions") to purchase shares of Common Stock, all as more specifically described in Exhibit 1. The purchase price of the Common Stock is $.10 per share, the purchase price for the Preferred Stock is $1,000 per share and the purchase price for the Notes is the initial principal amount thereof. The Options are being allocated to the persons listed on Exhibit 1 without initial consideration. For purposes of this Agreement and as specifically set forth on Exhibit 1, the Common Stock of certain Stockholders shall be allocated in two sets. Set 1 securities shall consist of certain shares of Common Stock ("Set 1 Securities"). In support Set 2 securities shall consist of the Notes, Class A2 Preferred Stock and remaining shares of Common Stock acquired by such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto Stockholders (each a "Pledge AgreementSet 2 Securities"), pledging all as set forth in detail in Exhibit 1. Notwithstanding the Stock purchased by such other Stockholder hereunder to JII in accordance with foregoing, the terms of such Pledge Agreement. (b) Each Stockholder nominates The Jordan Company ("TJC") to hold acknowledges and accepts that Xxxxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx shall purchase the Securities designated as Set 1 Securities opposite their names for cash in the Stockholder subscribes amounts set forth on Exhibit 1. The Company also acknowledges and accepts that the Stockholders acquiring Set 2 Securities shall receive the Set 2 Securities in exchange for under this Agreement. TJC acknowledges the assets acquired by the Company pursuant to the Stockholders Purchase and the Company that the Securities subscribed for under this Agreement will be distributed by TJC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJC. (c) Each Stockholder acknowledges to the Company and the other Stockholders that he understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY HAVE BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO COMMENCE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY. (d) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence and (ii) the fact that said Stock has not been registered under Federal or state securities laws and is subject to limitations on transfer set forth herein and in the Stockholders AgreementSale Agreements, dated as of July 21September 1, 19971994, by and among between the Company and certain each of the Company's stockholders (Stockholders listed on Exhibit 1 who are receiving Set 2 Securities. The Securities are denoted as amended or modified in accordance with its terms, the "Stockholders Agreement"). Each Stockholder acknowledges that the effect of these legends, among other things, is or may be to limit or destroy the value of the certificate Set 1 Securities and Set 2 Securities for purposes of sale or for use as loan collateralthis section and the repurchase provisions in Section 8. Each Stockholder consents that "stop transfer" instructions may be noted against The Options are neither Set 1 Securities nor Set 2 Securities, and the Stock sold to him hereunder. Each Stockholder acknowledges that he is required to become a party repurchase provisions of Section 8 shall not apply to the Stockholders' Agreement as a condition to purchasing the Stock hereunderOptions.